MARYLAND  AND  WASHINGTON  DIVISION. 


FIVE  PER  CENT.  FIRST  MORTGAGE. 


of  ox*  IiTox*t0U0C* 


Norfolk  anb  Western  Hailroab  Company 

mnj»MWWi|»MBW»ri*|,wn>Tr- 


®I)C  mercantile  QLxmt  Cotnpang. 


Dated  December  15th , 1890 . 


Allen,  Lane  & Scott,  Printers,  Philadelphia. 


<SI)i9  indenture,  Made  the  fifteenth  day  of  December, 
A.  D.  one  thousand  eight  hundred  and  ninety,  between  the 
Norfolk  anti  iXkstern  Kailroah  Compano,  of  the  first  part, 
and  ®l)c  Jllcrccwtilc  &ntst  (Comp  anj},  a corporation  organized 
under  the  laws  of  the  State  of  New  York,  of  the  second 
part : 


lX)l)creas1  The  Shenandoah  Valley  Railroad  Company  was 
incorporated  under  an  act  of  the  General  Assembly  of  Vir- 
ginia, entitled  “An  act  to  incorporate  The  Shenandoah  Valley 
Railroad  Company ,”  passed  February  23d,  1867,  and  under  the 
authority  of  said  act  and  other  legislation  of  the  State  of  Vir- 
Qy  ginia  supplemental  and  in  addition  thereto,  and  under  an  act 
^ of  the  Legislature  of  the  State  of  West  Virginia,  entitled  “ A?i 
act  to  anthorize  The  Shenandoah  Valley  Railroad  Company  to 
construct  their  road  through  the  State  of  West  Virginia  to 
the  Potomac  River  ; and  to  authorize  the  Board  of  Supervise 
ors  of  Jefferson  County  to  submit  to  a vote  of  the  people , at  a 
special  election , the  question  of  a subscription  to  the  capital 
stock  of  the  said  company passed  February  25th,  1870,  and 
N other  acts  supplemental  and  in  addition  thereto,  and  under 
an  act  of  the  State  of  Maryland,  approved  April  4th,  1870, 
and  another  act  supplemental  thereto,  The  Shenandoah  Val- 
ley Railroad  Company  constructed  and  equipped,  owned  and 
operated  a railroad  beginning  at  a point  at  or  near  Hagers- 
town in  Washington  County,  in  the  State  of  Maryland,  and 
extending  thence  through  Washington  County,  in  the  State 
'X*^of  Maryland,  to  a point  on  the  Potomac  River  at  or  near 
- - Shepherdstown,  in  the  State  of  W est  Virginia ; thence 
v through  Jefferson  County,  in  the  State  of  West  Virginia,  and 
through  the  Counties  of  Clarke,  Warren,  Page,  Rockingham 
and  Augusta,  in  the  State  of  Virginia,  to  a point  of  intersec- 
tion with  the  Chesapeake  and  Ohio  Railroad  at  or  near 
Waynesboro,  and  crossing  said  railroad  and  extending  thence 
through  the  counties  of  Augusta,  Rockbridge,  Botetourt 


% 

§ 


2 


and  Roanoke,  in  said  State,  to  a point  of  intersection  with 
the  Norfolk  and  Western  Railroad  at  or  near  Roanoke,  with 
certain  branches  therefrom,  making  together  about  two  hun- 
dred and  fifty-five  and  one-half  miles  of  single-track  railroad  ; 

Anft  iUljcrcas,  Under  and  by  virtue  of  certain  statutes  of 
the  States  of  Virginia  and  West  Virginia  in  such  case  made 
and  provided,  the  Shenandoah  Valley  Railway  Company 
was  created  a corporation  and  was  named  in  a certain  deed 
of  conveyance  to  it  from  the  Fidelity  Insurance,  Trust  and 
Safe  Deposit  Company,  trustee,  and  A.  Moore,  Jr.,  special 
commissioner,  dated  the  twenty-ninth  day  of  November,  1890, 
and  duly  recorded,  and  succeeded  to  and  became  the  owner 
of  the  said  line  of  railroad  of  The  Shenandoah  Valley 
Railroad  Company,  together  with  all  branches,  sidings  and 
other  appurtenances  of  the  said  line  of  railroad,  with  the 
tolls,  incomes,  rents,  issues  and  profits  thereof,  and  all  real 
estate,  rights  of  way,  easements,  fixtures,  rolling  stock,  ma- 
chinery, tools  and  equipments,  and  all  other  personal  prop- 
erty thereto  belonging,  and  all  property,  real,  personal  and 
mixed,  and  all  corporate  powers  and  franchises  belonging  or 
appertaining  to  the  said  The  Shenandoah  Valley  Railroad 
Company ; 

Anh  iUI)ercas,  The  Washington  and  Western  Railroad  Com- 
pany was  incorporated  under  an  act  of  the  General  Assembly 
of  Virginia,  approved  December  20th,  1889,  entitled  “An 
act  to  incorporate  the  Washington  and  Western  Railroad  Com- 
pany ,”  with  authority  and  power  to  locate,  construct,  equip 
and  operate  a railroad  commencing  at  a point  on  or  near  the 
Potomac  River,  opposite  to  or  in  the  vicinity  of  Washington, 
District  of  Columbia,  running  thence  to  a point  in  Virginia  on 
the  line  of  The  Shenandoah  Valley  Railroad  Company,  to  be 
thereafter  determined  by  the  stockholders  and  directors  of  the 
Washington  and  Western  Railroad  Company,  with  the  right 
to  extend  the  same  to  the  West  Virginia  State  line  by  such 
route  as  might  be  deemed  most  advisable  by  the  directors  of 
said  company; 


3 


iDI)erccts,  By  articles  of  consolidation  and  merger, 
dated  the  second  day  of  December,  1890,  between  the  said 
Washington  and  Western  Railroad  Company  and  the  said 
Shenandoah  Valley  Railway  Company,  duly  authorized,  exe- 
cuted, acknowledged  and  delivered,  the  capital  stock,  prop- 
erty, rights,  franchises  and  privileges  of  the  Washington 
and  Western  Railroad  Company  were  consolidated  with  and 
merged  into  the  capital  stock,  property,  rights,  franchises  and 
privileges  of  the  Shenandoah  Valley  Railway  Company,  as 
will  more  fully  and  at  large  appear  by  reference  to  a copy  of 
said  articles  of  consolidation  and  merger  filed  in  the  office  of 
the  Board  of  Public  Works  of  Virginia  on  the  ninth  day  of 
December,  1890; 

Sltlfc  iUljercas,  The  said  Shenandoah  Valley  Railway 
Company,  in  exercise  of  the  powers  in  that  behalf  possessed 
by  it  under  the  laws  of  the  States  of  Virginia,  West  Virginia, 
and  Maryland,  and  in  accordance  with  the  resolutions  duly 
adopted  by  its  stockholders  and  its  board  of  directors,  at 
meetings  of  the  said  stockholders  and  board  of  directors  duly 
and  regularly  called  and  held,  by  deed  dated  the  fifteenth 
day  of  December,  1890,  and  intended  forthwith  to  be  re- 
corded, has  sold  and  conveyed  to  the  Norfolk  and  West- 
ern Railroad  Company  all  its  railroads,  property,  franchises, 
rights,  powers  and  privileges,  including  the  capital  stock, 
property,  rights,  franchises  and  privileges  of  the  Wash- 
ington and  Western  Railroad  Company,  consolidated  and 
merged  with  and  into  it,  and  the  Norfolk  and  Western  Rail- 
road Company,  in  exercise  of  the  powers  in  that  behalf  pos- 
sessed by  it,  and  in  accordance  with  resolutions  duly  adopted 
by  its  stockholders  and  board  of  directors,  at  meetings  of  the 
stockholders  and  board  of  directors  duly  and  regularly  called 
and  held,  has  purchased  the  railroad,  property,  franchises, 
rights,  powers  and  privileges  of  the  Shenandoah  Valley  Rail- 
way Company ; 

tt)l)crcas,  The  deed  executed  by  the  said  Shenandoah 
Valley  Railway  Company  to  the  said  Norfolk  and  Western 
Railroad  Company  of  the  said  railroad,  property,  franchises, 


4 


rights,  powers  and  privileges  formerly  of  The  Shenandoah 
Valley  Railroad  Company  together  with  the  capital  stock, 
property,  rights,  franchises  and  privileges  of  the  Wash- 
ington and  Western  Railroad  Company,  consolidated  and 
merged  with  and  unto  it,  bears  even  date  herewith,  but  was 
executed  and  delivered  prior  to  the  execution  and  delivery 
hereof ; and  it  was  made  one  of  the  terms,  conditions  and 
considerations  thereof,  as  will  appear  by  reference  thereto, 
that  the  Norfolk  and  Western  Railroad  Company  should, 
contemporaneously  with  the  execution  and  delivery  of  the  said 
deed  of  conveyance  create  an  issue  of  bonds  to  the  amount 
of  ten  million  dollars,  bearing  interest  at  the  rate  of  five 
per  cent,  per  annum,  from  January  ist,  1891,  and  matur- 
ing January  ist,  1941,  to  be  known  as  its  Maryland  and 
Washington  Division — First  Mortgage  Five  Per  Cent.  Gold 
Bonds , and  should  execute,  under  the  same  date  as  the  date 
•of  the  said  deed  of  conveyance,  to  secure  said  bonds,  a deed 
of  trust  or  mortgage  to  The  Mercantile  Trust  Company  of 
New  York,  as  trustee,  of  and  upon  all  the  railroad,  prop- 
erty and  franchises  acquired  by  the  Norfolk  and  Western 
Railroad  Company  under  said  deed  of  conveyance  from 
the  said  Shenandoah  Valley  Railway  Company,  and  of  and 
oipon  any  extension  of  said  railroad  to  Washington,  D.  C., 
and  any  terminals  in  the  District  of  Columbia  and  any  ex- 
tensions, short  branches  and  improvements  that  might  be 
thereafter  acquired  with  the  proceeds  of  any  of  said  bonds, 
and  that  the  said  deed  of  trust  or  mortgage  should  be,  to 
secure  said  bonds  issued  and  to  be  issued  under  the  same,  a 
first  lien  and  charge  prior  to  all  other  liens  and  charges  upon 
said  premises,  so  that  the  said  mortgage  should  be,  and 
for  all  purposes  have  the  same  effect  and  be  entitled  to  the 
same  equities  as  a purchase-money  mortgage  to  secure  the 
price  agreed  to  be  paid  for  the  property  conveyed — of  which 
bonds  seven  million  five  hundred  thousand  dollars  were  to  be 
issued  and  delivered  to  the  purchasing  committee  hereinafter 
mentioned  which  has  constituted  the  said  Shenandoah  Valley 
Railway  Company  as  one  of  the  considerations  for  the  said  con- 
veyance, and  the  remainder,  two  million  five  hundred  thousand 
dollars,  were  to  be  set  apart,  used  and  applied  in  the  manner 


hereinafter  set  forth,  to  provide  for  building  an  extension  or 
branch  of  the  railroad  conveyed  by  the  said  deed,  to  a point 
at  or  near  the  Potomac  River,  opposite  Washington,  D.  C.,  and 
to  provide  for  continuing  the  said  extension  or  branch  into 
Washington  from  a point  opposite  Washington,  at  or  near 
the  Potomac  River,  and  the  acquisition  of  terminals  in  the 
District  of  Columbia  ; 

tt)l)£reas,  The  Norfolk  and  Western  Railroad  Com- 
pany has,  in  order  to  comply  with  the  terms,  conditions 
and  considerations  of  said  sale  to  and  purchase  by  it,  author- 
ized the  making,  execution  and  delivery  to  The  Mercan- 
tile Trust  Company  of  New  York,  as  trustee,  of  a deed  of 
trust  or  mortgage  of  all  and  singular  the  railroad,  property 
franchises,  rights,  powers  and  privileges  acquired  by  it  under 
the  said  deed  of  conveyance  to  it  from  the  Shenandoah  Val- 
ley Railway  Company  which  deed  of  trust  or  mortgage  shall 
be  known  as  the  “ Norfolk  and  Western  Railroad  Company's 
Maryland  and  Washington  Division  First  Mortgage ,”  and  shall 
be  and  is  hereby  declared  to  be  a continuing  lien  to  secure  the 
full  and  final  payment  of  all  bonds  which  may  from  time  to 
time  be  created,  issued,  and  negotiated  under  the  security  of 
the  same,  so  that,  however,  the  total  amount  so  created, 
issued,  and  negotiated  shall  not  at  any  one  time  exceed 
in  the  aggregate  ten  million  dollars — that  is  to  say,  as, 
well  the  bonds  first  issued  as  those  which  may  be  made 
and  issued  from  time  to  time  after  payment  of  the  whole 
or  any  portion  thereof,  or  of  any  subsequent  issue  or  issues, 
but  never  to  exceed  at  any  one  time  ten  million  dollars — 
which  said  bonds  so  to  be  issued  shall  be  of  the  denomina- 
tion of  one  thousand  dollars  in  gold  coin  of  the  United 
States,  or  of  such  other  denominations  as  the  said  Norfolk 
and  Western  Railroad  Company  may  by  its  board  of  di- 
rectors determine,  shall  be  numbered  consecutively  from  one 
upwards,  shall  be  issued  at  such  times,  in  such  series,  shall  ma- 
ture at  such  date  or  dates,  and  shall  bear  such  rate  of  interest 
not  exceeding  five  per  centum  per  annum,  and  be  coupon  or 
registered,  of  such  form  or  forms,  tenor  and  effect  as  the 


6 


said  company  may  by  its  board  of  directors  determine  at 
the  time  of  the  issue  thereof  respectively,  but  none  of  the 
said  bonds  to  mature  before  January  1st,  1941  ; and  the  said 
deed  of  trust  or  mortgage  shall  be  for  the  benefit  and  secur- 
ity of  and  in  trust  for  the  holders  of  the  said  bonds,  without 
preference,  priority  or  distinction  as  to  lien  or  otherwise  of 
any  over  another,  so  that  each  and  all  of  the  said  bonds  to 
be  issued  as  aforesaid  shall  have  the  same  right,  lien  and  priv- 
ilege under  and  by  the  said  deed  of  trust  or  mortgage,  and 
shall  be  all  equally  secured  thereby,  with  like  effect  as  though 
they  had  all  been  made,  executed,  delivered  and  negotiated 
simultaneously  on  the  date  of  the  said  deed  of  trust  or  mort- 
gage to  secure  the  payment  of  the  same  ; 

tt)f)crens,  The  bonds  to  the  amount  of  ten  million 
dollars,  to  be  forthwith  made  and  to  be  forthwith  issued 
under  the  security  of  the  said  deed  of  trust  of  trust  or  mort- 
gage as  soon  as  the  said  deed  of  trust  or  mortgage  shall 
have  been  executed  and  delivered,  will  be  for  the  denomi- 
nations ot  five  hundred  dollars  and  one  thousand  dollars  each, 
or  either,  payable  in  United  States  gold  coin  of  the  present 
standard  of  weight  and  fineness,  bearing  interest  at  the  rate 
of  five  per  cent,  per  annum  from  January  1st,  1891,  and  num- 
bered from  1 upward,  and  in  general  form  and  substance  as 
follows : — 

“ United  States  of  America. 

No.  States  of  Virginia  and  West  Virginia . $ 

NORFOLK  AND  WESTERN  RAILROAD 
COMPANY. 

MARYLAND  AND  WASHINGTON'  DIVISION. 

First  Mortgage  five  per  cent.  Gold  Bond. 

“The  Norfolk  and  Western  Railroad  Company  acknowl- 
edges itself  indebted  to  The  Mercantile  Trust  Company  of 
New  York,  or  bearer,  or,  if  registered,  to  the  registered 
holder  hereof,  in  the  principal  sum  of  $ , which  indebt- 

edness it  promises  to  pay  in  United  States  gold  coin  of  the 


7 


present  standard  of  weight  and  fineness,  on  the  first  day  of 
January,  1941,  at  the  office  or  agency  of  the  said  Norfolk 
and  Western  Railroad  Company  in  the  city  of  Philadelphia 
or  New  York,  and  also  to  pay  meanwhile,  in  like  gold  coin, 
at  the  office  or  agency  of  the  railroad  company  in  Philadel- 
phia or  New  York,  interest  on  said  principal  sum  half-yearly 
on  the  first  days  of  January  and  July  in  each  year,  at  the  rate 
of  five  per  centum  per  annum,  on  the  presentation  and  sur- 
render of  the  coupons  annexed  as  they  severally  become  due. 

“This  bond  is  one  of  a series  of  bonds,  numbered  con- 
secutively from  one  upwards,  not  to  exceed  in  the  aggregate 
$10,000,000,  the  payment  of  all  of  which  is  secured  by  a 
deed  of  trust  or  mortgage  bearing  even  date  herewith,  made 
by  the  Norfolk  and  Western  Railroad  Company  to  The 
Mercantile  Trust  Company  of  New  York,  to  which  reference 
is  hereby  made  for  a description  of  the  roads,  property  and 
franchises  mortgaged,  and  the  nature  and  extent  of  the  security 
.and  the  rights  of  the  holders  of  said  bonds  under  the  same, 
and  for  the  provisions  thereof,  and  terms  and  conditions  upon 
which  the  said  bonds  are  issued  and  secured. 

“ The  principal  and  interest  of  this  bond  are  payable  with- 
out deduction  for  any  United  States  or  State  tax  whatsoever, 
which  the  said  railroad  company  is  or  may  be  required  by  law 
to  retain  therefrom,  the  said  railroad  company  hereby  agree- 
ing to  pay  the  same. 

“ This  bond  shall  pass  by  delivery  or  by  transfer  on  the 
books  of  the  said  Norfolk  and  Western  Railroad  Com- 
pany, but  after  a registration  of  ownership,  certified  hereon  by 
the  secretary  or  transfer  agent  of  the  said  railroad  company, 
no  transfer,  except  on  its  books,  shall  be  valid  unless  the  last 
preceding  transfer  shall  have  been  to  bearer  and  transferability 
by  delivery  has  been  thereby  restored ; but  this  bond  shall 
continue  susceptible  of  successive  registrations  to  bearer  at 
the  option  of  the  holder,  and  registry  shall  not  restrain  the 
negotiability  of  the  coupons  by  delivery  merely. 

“ This  bond  shall  not  become  valid  until  the  certificate  in- 
dorsed hereon  shall  have  been  signed  by  or  on  behalf  of  the 
trustee  under  said  mortgage  or  deed  of  trust. 


8 


“ In  Witness  Whereof \ The  Norfolk  and  Western  Rail- 
road Company  has  caused  its  corporate  seal  to  be  affixed,  and 
this  bond  to  be  signed  by  its  president  and  secretary, 
the  day  of  in  the  year  189  , 

“ Norfolk  and  Western  Railroad  Company, 

By 


Attest : 


Presidents 


Secretary I 

With  coupons  thereto  attached  for  interest  thereon,  to  be- 
come payable  semi-annually  from  January  1st,  1891,  up  to  and 
including  January  1st,  1941,  in  general  form  and  substance  as- 
follows,  except  as  to  the  date  of  payment : — 

(Coupon.) 

“$ 

The  Norfolk  and  Western  Railroad  Company  will  pay 
to  the  bearer,  on  the  first  day  of  at  its  office 

or  agency  in  the  city  of  Philadelphia  or  New  York, 

dollars  in  gold  coin,  being  six  months’  interest  on  its 
Maryland  and  Washington  Division  first  mortgage  gold  bond 
No. 


Treasurer^ 

And  with  a certificate  thereon  of  the  trustee,  in  general 
form  and  substance  as  follows : — 

(Trustee’s  Certificate.) 

“ This  bond  is  one  of  those  issued  under  and  secured  by 
the  mortgage  or  deed  of  trust  within  mentioned,  and  made 
by  the  Norfolk  and  Western  Railroad  Company  to  The 
Mercantile  Trust  Company  of  New  York,  trustee. 

'‘The  Mercantile  Trust  Company,  Trustee, 

By 


Presidents 


9 


2\tt&  iJOIjereas,  The  general  form  and  substance  of  all  other 
bonds  which  may  be,  from  time  to  time,  issued  under  the  se- 
curity of  this  deed  of  trust  or  mortgage,  shall  be  as  nearly 
similar  to  the  above  form  as  circumstances  shall,  at  the  time 
of  the  issue  of  the  same,  warrant  or  permit ; 

tDljmas,  The  aggregate  amount  of  all  the  bonds  se- 
cured by  this  deed  of  trust  or  mortgage  shall  at  no  time 
exceed  ten  million  dollars,  but  may  at  all  times  be  equal  to- 
the  sum  of  ten  million  dollars ; and  after  the  payment  and 
cancellation  of  the  said  bonds  to  be  immediately  issued  or  to- 
be  hereafter  issued  under  this  deed  of  trust  or  mortgage  or 
any  portion  thereof,  an  equal  amount  of  bonds  may,  at  the 
option  of  the  party  of  the  first  part,  be  made  and  issued  by 
the  party  of  the  first  part  in  lieu  of  or  substitution  for  any 
which  may  have  been  paid  and  cancelled,  and  any  and  all 
bonds  so  issued  in  lieu  or  substitution  shall  be  entitled  to  all 
the  security  of  this  deed  of  trust  or  mortgage  which  is 
given  to  the  bonds  first  issued  thereunder — it  being  intended 
that  the  whole  amount  of  bonds  to  be  secured  by  this  deed 
of  trust  or  mortgage  shall  not  exceed  at  any  time  ten  million 
dollars,  but  that  they  may,  at  the  option  of  the  party  of  the 
first  part,  at  all  times  be  kept  up  to  that  amount,  and  that  this 
deed  of  trust  or  mortgage  shall  be  a continuing  security  for 
such  bonds  as  may  hereafter  be  issued  thereunder,  as  well  as 
for  the  series  or  issue  which  it  is  now  proposed  to  issue; 

tXU)ereas,  All  the  bonds  intended  to  be  secured  by  this 
deed  of  trust  or  mortgage,  as  well  those  now  authorized  to  be 
issued  as  those  which  may  be  made  and  issued  from  time  to 
time  after  the  payment  of  the  whole  or  any  portion  of  those 
now  authorized  to  be  issued,  shall  from  time  to  time  be  mader 
executed,  and  issued  when  and  as  authorized  by  resolution  of 
the  board  of  directors  of  the  party  of  the  first  part ; 

ttJtyereas,  The  Norfolk  and  Western  Railroad  Com- 
pany has  determined  to  make  and  issue  its  mortgage  bonds 
under  and  pursuant  to  the  said  recited  authority  of  its  stock- 
holders : 


IO 


Norn  tl)is  Jn&entttrc  lUitnessetl),  That  the  said  Norfolk  and 
Western  Railroad  Company,  as  well  in  consideration  of  the 
premises,  and  for  the  purpose  of  securing  the  payment  of  the 
principal  and  interest  of  the  said  bonds  when  and  as  the  same 
shall  become  due  and  payable  according  to  the  tenor  and  effect 
of  the  said  bonds  so  to  be  made  and  executed,  from  time  to 
time,  for  a sum  not  exceeding  in  the  aggregate  of  such  issues 
the  sum  of  ten  million  dollars  (both  the  said  principal  and 
interest  being  payable  in  gold),  and  such  taxes  upon  the  said 
principal  and  interest  of  said  bonds  as  the  Norfolk  and 
Western  Railroad  Company  shall  agree  in  said  bonds  or  any 
of  them  to  pay,  as  in  consideration  of  the  sum  of  one  dollar 
lawful  money  of  the  United  States  unto  it  well  and  truly  paid 
by  the  said  The  Mercantile  Trust  Company  of  New  York  at 
the  time  of  the  execution  hereof,  the  receipt  whereof  is  hereby 
acknowledged,  has  granted,  bargained,  sold,  assigned,  set  over, 
released,  conveyed  and  confirmed,  and  by  these  presents,  in 
pursuance  and  execution  of  the  power  and  authority  in  it  in 
anywise  vested  and  in  this  behalf  enabling,  does  grant,  bar- 
gain, sell,  assign,  set  over,  release,  convey  and  confirm  unto 
the  said  The  Mercantile  Trust  Company  of  New  York,  as 
trustee  aforesaid,  and  to  its  lawful  successors  or  successor  in 
the  trusts  hereby  created,  and  their  heirs,  executors,  admin- 
istrators, and  assigns,  forever : 

All  ctnh  singular,  the  railroad  lately  of  the  said  Shenan- 
doah Valley  Railway  Company  (and  previously  of  The  Shen- 
andoah Valley  Railroad  Company),  beginning  at  a point  at 
or  near  Hagerstown  in  Washington  County,  in  the  State  of 
Maryland,  and  extending  thence  through  Washington  County, 
in  the  State  of  Maryland,  to  a point  on  the  Potomac  River  at 
or  near  Shepherdstown,  in  the  State  of  West  Virginia,  thence 
through  Jefferson  County,  in  the  State  of  West  Virginia,  and 
through  the  counties  of  Clarke,  Warren,  Page,  Rockingham 
and  Augusta,  in  the  State  of  Virginia,  to  a point  of  intersec- 
tion with  the  Chesapeake  and  Ohio  Railroad  at  or  near 
Waynesboro,  and  crossing  said  railroad  and  extending  thence 
through  the  counties  of  Augusta,  Rockbridge,  Botetourt  and 


II 


Roanoke,  in  said  State,  to  a point  of  intersection  with  the 
Norfolk  and  Western  Railroad  at  or  near  Roanoke,  with  cer- 
tain branches  therefrom,  making  together  about  two  hundred 
and  fifty-five  and  one-half  miles  of  single-track  railroad,  to- 
gether with  all  branches,  sidings  and  other  appurtenances  of 
the  said  line  of  railroad,  with  the  tolls,  incomes,  rents,  issues 
and  profits  thereof,  and  all  real  estate,  rights  of  way,  ease- 
ments, fixtures,  rolling  stock,  machinery,  tools  and  equip- 
ments, and  all  other  personal  property  thereto  belonging,  and 
all  property,  real,  personal  and  mixed,  and  all  corporate 
powers  and  franchises  heretofore  belonging  or  appertaining 
to  the  said  railroad  lately  of  the  Shenandoah  Valley  Rail- 
way Company,  and  previously  of  The  Shenandoah  Valley 
Railroad  Company ; and  also  the  reversion  and  reversions, 
remainder  and  remainders,  and  all  the  estate,  right,  title,  in- 
terest, property,  possession,  claim  and  demand  whatsoever,  as 
well  at  law  as  in  equity,  of  the  said  Shenandoah  Valley  Rail- 
way Company,  in  and  to  the  said  railroad,  property,  fran- 
chises, rights,  powers  and  privileges  and  to  every  part  and 
parcel  thereof;  cntft  also  all  atlfc  singular,  all  the  line  of  rail- 
road formerly  of  the  Washington  and  Western  Railroad  Com- 
pany, beginning  at  a point  on  or  near  the  Potomac  River,  op- 
posite to  or  in  the  vicinity  of  Washington,  in  the  District  of 
Columbia,  running  thence  to  a point  in  Virginia,  on  the 
Maryland  and  Washington  Division  of  the  Norfolk  and 
Western  Railroad  Company,  formerly  on  the  line  of  The 
Shenandoah  Valley  Railroad,  with  the  right  to  extend  the 
same  to  the  West  Virginia  State  line,  and  all  property,  real, 
personal  and  mixed,  and  all  chartered  rights  and  franchises 
heretofore  belonging  or  appertaining  to  the  said  Washington 
and  Western  Railroad  Company  ; and  also  the  reversion  and 
reversions,  remainder  and  remainders,  and  all  the  estate, 
right,  title,  interest,  property,  possession,  claim  and  ‘demand 
whatsoever,  as  well  at  law  as  in  equity,  formerly  of  the  said 
Washington  and  Western  Railroad  Company,  in  and  to  the  said 
railroad,  property,  franchises,  rights,  powers  and  privileges 
and  to  every  part  and  parcel  thereof ; anh  also  ail  aub  sin- 
gular all  other  property  appurtenant  to  or  used  in  connection 


12 


with  the  line  of  railroads  hereby  mortgaged  and  acquired  by 
the  Norfolk  and  Western  Railroad  from  the  Shenandoah  Val- 
ley Railway  Company,  and  any  extension  from  any  point  on 
the  line  of  the  railroad  hereby  mortgaged,  formerly  of  the 
Shenandoah  Valley  Railroad  Company,  to  a point  at  or  near 
the  Potomac  River,  opposite  Washington,  D.  C.,  and  any  ex- 
tension into  Washington  from  a point  opposite  Washington,, 
D.  C.,  and  all  terminals  in  the  District  of  Columbia,  and  any 
other  extensions  of  the  said  line  of  railroads  hereby  mort- 
gaged, and  any  short  branches  thereof  and  improvements 
thereon  that  may  hereafter  be  acquired  by  the  party  of  the 
first  part  by  construction,  purchase,  or  otherwise,  with  the 
proceeds  of  any  of  said  bonds  secured  by  this  mortgage  by 
construction,  purchase,  or  otherwise; 

also,  All  railroads,  railways,  ways,  rights  of  way, 
road-bed  and  grade,  all  station,  depot  and  shop  grounds, 
yards,  and  other  grounds  used  and  to  be  used  in  the  opera- 
tion of  the  said  lines  of  railroad,  all  rails,  tracks,  sidings, 
switches,  bridges,  fences,  turn-tables,  water-tanks,  viaducts, 
culverts,  main  passenger  and  other  depots,  station-houses, 
freight-houses,  machine-shops,  docks,  and  all  other  structures, 
buildings  and  fixtures  whatsoever,  acquired  or  to  be  acquired, 
for  the  use  and  operation  thereof,  all  the  rolling  stock,  ma- 
chinery, tools,  implements,  fuel  and  materials  of  the  party  of 
the  first  part  now  owned  or  that  may  hereafter  be  acquired 
for  constructing,  maintaining,  operating,  replacing,  improv- 
ing or  repairing  the  said  lines  of  railroad  and  their  appurte- 
nances or  any  part  thereof,  and  all  the  real  and  personal  es- 
tate now  owned  and  that  may  hereafter  be  acquired  and  used 
for  the  operation  thereof ; 

&ogetl)er  twill)  All  the  corporate  rights,  powers,  privileges  and 
franchises  of  the  said  party  of  the  first  part  now  possessed, 
or  that  may  be  hereafter  acquired,  relating  to  the  said  rail- 
roads, and  the  construction,  maintenance,  use  and  enjoyment 
of  the  same  ; 

2Uth  together  xoitl)  All  .the  streets,  ways,  passages,  waters, 
water-courses,  easements,  rights,  liberties,  privileges,  heredita- 


J3 


merits  and  appurtenances  whatsoever,  unto  any  of  the  hereby 
granted  and  mentioned  premises  and  estates  belonging  or 
appertaining,  or  hereafter  to  belong  or  appertain,  and  the  re- 
versions and  remainders,  rents,  issues,  and  profits  thereof;  and 
all  the  estate,  right,  title,  interest,  property,  claim  and  demand 
of  every  nature  and  kind  whatsoever  of  the  said  party  of  the 
first  part,  now  owned  and  possessed,  or  that  may  hereafter  be 
acquired,  as  well  at  law  as  in  equity,  of,  in  and  to  the  same 
and  every  part  and  parcel  thereof; 

IjatJC  aitfc  to  Ijolh  the  said  above-described  premises, 
property,  rights,  powers,  privileges,  franchises  and  appurte- 
nances unto  the  said  party  of  the  second  part,  and  its  lawful 
successors  or  successor,  and  assigns  forever,  to  and  for  the 
only  proper  use  and  behoof  of  the  party  of  the  second  part,  its 
successors  or  successor  and  assigns  ; 

But  in  trnst,  neoeitljdess,  For  the  equal  pro  rata  benefit  and 
security  of  all  and  every  the  persons  or  corporations  who 
may  be  or  become  holders  of  the  said  bonds  or  such  of  them 
as  shall  be  issued  by  the  party  of  the  first  part,  without  pref- 
erence, priority  or  distinction  as  to  lien  or  otherwise  of  any 
over  the  others  by  reason  of  priority  in  time  of  issuing  or 
negotiating  the  same,  and  so  that  each  and  all  of  the  said 
bonds,  issued  and  to  be  issued  as  aforesaid,  shall  have  the 
same  right,  lien  and  privilege  under  and  by  this  deed  of 
trust  or  mortgage,  and  shall  all  be  equally  secured  hereby 
with  like  effect  as  if  they  had  all  been  made,  executed,  deliv- 
ered and  negotiated  simultaneously  on  the  date  hereof,  it  be- 
ing intended  that  the  lien  and  security  of  all  of  the  said  bonds 
shall  take  effect  from  the  date  of  the  execution  and  delivery 
of  this  deed  of  trust  or  mortgage,  whether  the  same  shall 
actually  be  sold  or  disposed  of  at  such  date,  or  whether  they 
or  any  part  of  them  shall  be  negotiated  and  sold  at  some  fu- 
ture date,  and  that  the  lien  and  security  of  this  deed  of  trust 
or  mortgage,  and  all  the  bonds  that  may  be  issued  under  the 
same,  shall  take  effect  from  the  date  of  the  execution  and  de- 
livery hereof,  as  though  the  said  bonds  were  actually  sold 


i4 


and  delivered  to  and  in  the  hands  of  innocent  holders  for  value 
upon  such  date,  and  the  lien  and  security  of  the  said  bonds 
shall  in  no  manner  be  altered,  impaired,  or  prejudiced  by  the 
creation  of  subsequent  deeds  of  trust  or  mortgages  by  the 
Norfolk  and  Western  Railroad  Company,  or  by  the  entry  or 
acquisition  of  judgments  or  liens  in  any  form  by  creditors  at 
any  future  time. 

it  is  Ijercbn  e*presslti  coucnantefo  anb  understood,  By 

and  between  the  parties  hereto,  the  said  party  of  the  first  part 
covenanting  as  well  for  itself  as  for  their  respective  successors 
and  assigns,  and  the  party  of  the  second  part  covenanting  as 
well  for  itself  as  for  its  successors  and  assigns,  and  its  succes- 
sors or  successor  in  the  trust,  that  the  said  above-described 
premises,  property,  rights,  powers,  privileges,  franchises  and 
appurtenances  granted,  bargained,  sold  and  conveyed  by  the 
said  parties  of  the  first  part  are  to  be  held  and  disposed  of  by 
the  said  party  of  the  second  part  upon  and  for  the  trusts,  uses, 
covenants,  conditions,  and  purposes  following,  that  is  to  say  : 

Article  ifirst. — The  party  of  the  first  part  shall  contempora- 
neously with  the  execution  and  delivery  hereof  make,  execute 
and  deliver  to  the  party  of  the  second  part,  and  the  party  of  the 
second  part  shall  certify  or  countersign  bonds  of  the  party  of 
the  first  part  intended  to  be  secured  hereby,  to  an  amount  not 
exceeding  in  the  aggregate  ten  million  dollars,  and  shall,, 
from  time  to  time,  deliver  the  same  so  certified  or  counter- 
signed, as  follows  : — 

1.  Bonds  to  the  amount  of  seven  million  five  hundred  thou- 
sand dollars  shall  forthwith  be  delivered  to  Louis  Fitzgerald, 
George  C.  Wood,  and  Frank  P.  Clark,  purchasing  committee 
under  a plan  and  agreement  for  the  reorganization  of  The 
Shenandoah  Valley  Railroad,  dated  August  5th,  1890,  the 
party  of  the  first  party  hereby  authorizing  and  directing  such 
delivery  for  the  purpose  of  carrying  out  the  terms  and  condi- 
tions of  said  plan  and  agreement  of  reorganization. 

2.  Bonds  to  the  amount  of  two  million  five  hundred  thou- 
sand dollars,  or  the  proceeds  thereof,  shall  be  reserved  in  the 


J5 


hands  of  the  party  of  the  second  part:  Two  million  dollars 
thereof  to  provide,  by  construction,  purchase  or ' otherwise,, 
for  an  extension  from  any  point  on  the  line  of  the  railroad 
hereby  mortgaged  to  a point  at  or  near  the  Potomac  River,, 
opposite  Washington,  D.  C. ; and  five  hundred  thousand  dol- 
lars thereof  to  provide,  by  construction,  purchase  or  other- 
wise, for  a line  of  railroad  into  Washington  from  a point 
at  or  near  the  Potomac  River,  opposite  Washington,  D.  C.r 
and  for  terminals  in  the  District  of  Columbia.  The  party  of 
the  second  part  shall  for  the  purposes  of  sale,  countersign 
and  deliver  at  any  time  or  times,  and  from  time  to  time,  any 
of  the  bonds  reserved  in  the  hands  of  the  party  of  the  second 
part  for  the  said  purposes,  upon  the  order  of  the  party  of  the 
first  part,  directing  to  whom  such  delivery  shall  be  mader 
under  a resolution  of  its  board  of  directors,  accompanied  by 
a sworn  statement  of  the  president  and  treasurer  of  the  party 
of  the  first  part  showing  the  net  proceeds  of  sale,  provided- 
said  net  proceeds  shall,  contemporaneously  with  such  deliv- 
ery, be  paid  the  party  of  the  second  part,  to  be  held  and  ap- 
plied in  the  same  manner  and  for  all  intents  and  purposes  as- 
the  bonds  themselves. 

3.  Bonds  or  their  proceeds  so  set  apart  and  reserved 
shall  be  delivered  or  paid  by  the  party  of  the  second  part 
only  upon  certificates  or  requisitions  of  the  president  and 
general  manager  and  chief  engineer  of  the  party  of  the  first 
part,  stating  the  purposes  for  which  they  are  to  be  used, 
accompanied  by  the  certificate  of  the  said  treasurer  that  the 
expenditures  therefor  have  been  made,  and  by  a copy  of  the 
resolutions  of  the  board  of  directors  of  the  party  of  the  first 
part  authorizing  the  expenditures,  and  such  instruments  shall 
be  full  vouchers  and  authority  to  the  party  of  the  second! 
part  for  the  delivery  of  the  said  bonds  or  their  proceeds 
when  and  as  called  for,  to  the  following  amounts : — 

The  party  of  the  second  part  shall,  until  any  of  such 
bonds  are  sold,  certify  and  deliver  bonds  at  the  rate  of 
one  thousand  dollars  of  bonds  at  their  face  or  par  value 
for  each  nine  hundred  dollars  of  expenditures  so  certified, 
but  after  any  such  delivery  of  bonds  the  party  of  the  second 


i6 


part  shall  not  deliver,  or  pay  over,  any  further  bonds  or 
their  proceeds,  until  the  party  of  the  first  part  shall  have 
furnished  to  the  party  of  the  second  part  a sworn  statement 
•of  the  president  and  treasurer  of  the  party  of  the  first  part 
showing  the  par  value  and  the  net  proceeds  of  sale  of  any  of 
the  bonds  sold,  and  in  case  such  proceeds  of  sale  shall  be  in 
•excess  of  ninety  per  cent,  of  the  face  or  par  value  of  said 
bonds  and  accrued  interest,  an  amount  equal  to  such  excess 
shall  be  deducted  from  the  succeeding  certificate  or  requisi- 
tion, and  further  bonds,  or  their  proceeds,  shall  be  delivered 
or  paid  by  the  party  of  the  second  part  only  on  account  of 
the  net  amount  of  expenditures  certified,  after  such  deduction. 

When  the  proceeds  of  bonds  are  called  for,  the  party  of  the 
second  part  shall  pay  to  the  party  of  the  first  part,  out  of  any 
proceeds  of  bonds  in  the  hands  of  the  party  of  the  second  part 
on  account  of  the  expenditures  certified,  an  amount  of  proceeds 
equal  to  the  amount  of  such  expenditures  certified,  in  case 
the  bonds,  the  proceeds  of  which  are  paid  over,  shall  have 
realized  not  less  than  ninety  per  cent,  of  the  face  value  there- 
of and  accrued  interest;  but  in  case  the  bonds,  the  proceeds 
of  which  are  so  paid  over,  shall  not  have  realized  at  least 
ninety  per  cent,  of  the  face  value  thereof  and  accrued  interest, 
the  party  of  the  second  part  shall  pay  to  the  party  of  the  first 
part  the  proceeds  of  one  bond  of  one  thousand  dollars  face 
value  for  each  nine  hundred  dollars  of  such  expenditures  so 
•certified. 

The  said  sworn  statements  of  the  president  and  treasurer 
shall  be  full  warrant  to  the  party  of  the  second  part  for  its 
action  thereunder,  and  in  accordance  herewith. 

4.  All  overdue  coupons  on  any  of  said  two  million  five 
hundred  thousand  dollars  of  bonds  reserved  in  the  hands  of 
said  party  of  the  second  part  shall  be  cut  off  and  canceled  by 
the  party  of  the  second  part  before  the  delivery  of  any  of  said 
bonds  to  the  party  of  the  first  part ; or  before  the  sale  thereof 
as  heretofore  provided. 

5.  All  extensions,  terminals,  branches,  improvements,  addi- 
tions and  construction,  contracts,  rights  and  privileges  ac- 
quired or  made  by  means  of  bonds  issued  hereunder,  or  their 


J7 


proceeds,  shall  immediately  become  subject  to  the  lien  of  this 
mortgage,  and  the  party  of  the  first  part  covenants  and 
agrees  that  it  will,  from  time  to  time,  at  the  request  of  the 
party  of  the  second  part,  execute  and  deliver  to  the  party  of 
the  second  part  such  proper  and  appropriate  conveyances 
thereof  as  may  be  necessary  for  the  assurance  thereof  unto  the 
party  of  the  second  part  upon  the  trusts  herein  set  forth. 

6.  Whenever  it  shall  be  found  expedient  by  the  party  of 
the  first  part,  at  any  time  or  times,  to  acquire,  by  construction, 
purchase  or  otherwise,  the  extensions,  terminals,  branches, 
improvements  and  additions  for  which  bonds,  or  their  pro- 
ceeds, are  reserved  under  the  second  subdivision  of  the  first  ar- 
ticle hereof,  the  bonds  so  reserved,  or  their  proceeds,  shall 
be  used  for  such  purpose  only  when  the  extensions,  terminals, 
branches,  improvements  and  additions  so  acquired  and  made 
shall  become  part  of  the  premises  of  the  party  of  the  first 
part  hereby  mortgaged,  and  shall,  in  the  opinion  in  writing  of 
counsel  learned  in  the  law,  to  be  mutually  agreed  upon  by  the 
presidents  of  the  parties  hereto,  be  free  from  incumbrances  prior 
to  the  lien  and  operation  of  this  mortgage,  and  such  opinion  of 
counsel  shall  be  sufficient  evidence  and  full  warrant  to  the 
party  of  the  second  part  for  the  delivery  of  bonds  or  their  pro- 
ceeds for  such  purpose. 

7.  Should  the  amount  of  bonds,  or  their  proceeds,  applicable 
under  the  second  subdivision  of  the  first  article  hereof,  be 
in  excess  of  the  expenditures  required  for  either  of  the  pur- 
poses for  which  they  are  reserved,  then  such  excess  may,  after 
such  purpose  shall  have  been  accomplished,  be  applied,  as 
directed  in  writing  by  the  president  of  the  party  of  the  first 
part  accompanied  by  the  resolution  of  the  board  of  directors 
of  the  party  of  the  first  part,  to  such  other  purpose  specified 
in  the  second  subdivision  of  the  first  article  hereof,  for 
which  other  bonds  or  their  proceeds  are  designated,  and 
the  said  direction  and  resolution  shall  be  full  and  complete 
warrant  for  the  action  of  the  party  of  the  second  part  in  ac- 
cordance therewith ; and  bonds  or  their  proceeds  applicable 
for  either  of  such  purposes  shall  not  otherwise  be  applied  or 
used  for  the  other  purpose. 


i8 


Article  Second. — Until  the  said  bonds  intended  to  be  here- 
by secured  can  be  engraved,  the  party  of  the  first  part  may 
execute  and  issue  written  or  printed  temporary  bonds  or  ob- 
ligations, in  such  form  or  forms,  and  in  such  amounts  as  may 
be  approved  and  be  countersigned  or  certified  by  the  party  of 
the  second  part,  and  which  shall  be  entitled  to  all  the  security 
hereunder,  and  be  exchangeable  for  or  convertible  into  the 
bonds  to  be  issued  hereunder,  and  which  shall  be  by  the 
party  of  the  second  part  canceled  upon  such  exchange  or 
conversion  being  effected;  and  the  trustee  may  certify  such 
bonds  or  obligations  in  the  same  manner  as  the  bonds  here- 
inbefore provided  for,  and  such  bonds  or  obligations  shall 
not  become  valid  until  so  certified. 

Article  — The  aggregate  amount  of  all  the  bonds  se- 

cured by  this  deed  of  trust  or  mortgage  shall  at  no  time 
exceed  ten  million  dollars,  but  may  at  all  times  be  equal  to 
the  sum  of  ten  million  dollars ; and  after  the  payment  and 
cancellation  of  the  said  bonds  to  be  immediately  issued  or  to 
be  hereafter  issued  under  this  deed  of  trust  or  mortgage  or 
any  portion  thereof,  an  equal  amount  of  bonds  may,  at  the 
option  of  the  party  of  the  first  part,  be  made  and  issued  by 
the  party  of  the  first  part  in  lieu  of  or  substitution  for  any 
which  may  have  been  paid  and  cancelled,  and  any  and  all 
bonds  so  issued  in  lieu  or  substitution  shall  be  entitled  to  all 
the  security  of  this  deed  of  trust  or  mortgage  which  is  given 
to  the  bonds  first  issued  thereunder — it  being  intended  that 
the  whole  amount  of  bonds  to  be  secured  by  this  deed  of  trust 
or  mortgage  shall  not  exceed  at  any  time  ten  million  dollars, 
but  that  they  may,  at  the  option  of  the  party  of  the  first  part, 
at  all  times  be  kept  up  to  that  amount,  and  that  this  deed  of 
trust  or  mortgage  shall  be  a continuing  security  for  such 
bonds  as  may  hereafter  be  issued  thereunder,  as  well  as  for 
the  series  or  issue  which  is  created  and  issued  contemporane- 
ously with  the  execution  and  delivery  hereof ; and  that  all  the 
bonds  intended  to  be  secured  by  this  deed  of  trust  or  mort- 
gage, as  well  those  now  authorized  to  be  issued  as  those 
which  may  be  made  and  issued  from  time  to  time  after  the 


l9 


payment  of  the  whole  or  any  portion  of  those  now  authorized 
to  be  issued,  shall  from  time  to  time  be  made,  executed,  and 
issued  when  and  as  authorized  by  resolution  of  the  board  of 
directors  of  the  party  of  the  first  part. 

Article  ifomrtf). — The  said  party  of  the  first  part  hereby 
covenants  to  and  with  the  said  party  of  the  second  part,  for 
the  benefit  of  the  bondholders  under  this  deed  of  trust  or 
mortgage,  that  no  lien  or  charge  shall  hereafter  be  created  or 
imposed  upon  said  property  or  any  part  thereof  superior  to 
the  lien  of  these  presents. 

Article  jfiftl). — Until  default  shall  be  made  in  the  pay- 
ment of  the  principal  or  interest  of  the  said  bonds  secured 
hereby,  or  of  any  of  them,  or  until  default  shall'  be  made  in 
respect  to  any  other  matter  herein  required  to  be  done  or 
observed  by  the  party  of  the  first  part,  in  pursuance  of  the 
covenants  on  its  part  herein  and  in  said  bonds  contained, 
the  party  of  the  first  part  shall  be  permitted  and  allowed  to 
hold,  possess  and  enjoy  its  premises  hereby  conveyed,  and  to 
take  and  use  the  rents,  profits,  issues,  income  and  revenue 
thereof,  and  to  dispose  of  the  same  in  any  manner  not  incon- 
sistent with  the  provisions  of  this  indenture. 

Article  — In  case  of  any  default  in  the  payment  of 

interest  on  any  of  the  said  bonds,  when  such  interest  shall 
become  due  and  payable,  and  such  default  shall  continue  for 
the  period  of  six  months,  or  in  case  of  any  default  in  the  ob- 
servance or  performance  of  any  other  matter  or  thing  to  be 
done  or  performed  by  the  party  of  the  first  part,  according  to 
the  covenants,  conditions  and  requirements  of  the  said  bonds 
and  of  these  presents,  and  such  default  shall  continue  for  the 
period  of  six  months  after  notice  in  writing  to  the  party  of  the 
first  part  to  observe  or  perform  the  duty  or  obligation  required, 
or  in  case  of  any  default  in  payment  of  the  principal  of  the 
said  bonds,  or  any  of  them,  as  and  when  the  same  shall  ma- 
ture or  otherwise  become  payable,  then  and  in  any  and  every 
such  case  the  said  party  of  the  second  part,  or  its  successors 


20 


in  the  said  trust,  is  and  are  hereby  authorized,  either  personally 
or  by  its  or  their  attorneys  or  agents,  to  enter  into  and 
upon  all  and  singular  the  premises  hereby  conveyed,  or  in- 
tended so  to  be,  by  the  party  of  the  first  part,  and  each 
and  every  part  thereof,  or  any  part  thereof,  and  to  have, 
hold  and  occupy  the  same;  and  in  its  or  their  discretion,  the 
said  party  of  the  second  part,  or  its  successors,  shall  be 
authorized  to  apply  to  any  court  of  competent  jurisdiction 
for  the  appointment  of  a receiver  of  all  the  said  mort- 
gaged property,  and  of  all  the  rents,  incomes,  profits,  is- 
sues and  revenues  thereof,  from  whatever  source  derived, 
and  thereupon  it  is  hereby  expressly  covenanted  and  agreed 
that  such  court  shall  forthwith  appoint  a receiver  of  such 
mortgaged  property,  and  of  such  income,  profits,  issues  and 
revenues,  with  the  usual  powers  and  duties  of  a receiver  in 
like  cases,  and  that  if  such  receiver  be  nominated  and  desig- 
nated by  the  holders  of  a majority  of  the  bonds  which  these 
presents  are  executed  to  secure,  then  that  such  appointment 
shall  be  made  by  the  said  court  as  a matter  of  strict  right  to 
the  party  of  the  second  part  and  to  the  bondholders  repre- 
sented by  it,  and  without  reference  to  the  adequacy  or  in- 
adequacy of  the  value  of  the  premises  and  property  hereby 
mortgaged  to  secure  fully  the  payment  of  the  said  bonds,  or  to 
the  solvency  or  insolvency  of  the  party  of  the  first  part ; and 
such  rents,  income,  profits,  issues  and  revenues  shall  be  ap- 
plied by  such  receiver,  according  to  law  and  the  order  and 
practice  of  such  court. 

Article  Qcaentl). — In  case  any  default  shall  be  made  and 
shall  continue  as  aforesaid,  it  shall  likewise  be  lawful  for 
the  said  party  of  the  second  part,  or  its  successors,  with  or 
without  actual  entry,  and  acting  either  directly  or  by  attor- 
neys or  agents,  to  sell  and  dispose  of  all  and  singular  the 
premises  and  property  hereby  conveyed,  or  intended  so  to 
be,  by  the  party  of  the  first  part,  as  an  entirety,  at  public 
auction,  in  such  place  within  the  State  of  Virginia  as  the 
said  party  of  the  second  part  may  designate,  and  at  such 
time  as  it  or  they  may  appoint,  having  first  given  notice  of 


the  time  and  place  of  such  sale  by  advertisement  published 
hot  less  than  three  times  a week  for  six  weeks  in  a newspaper 
or  newspapers  in  the  cities  of  New  York,  Philadelphia  and 
Roanoke,  and  to  adjourn  such  sale  from  time  to  time  at  dis- 
cretion, and,  if  so  adjourning  said  sale,  to  make  the  same  at 
the  time  and  place  of  such  adjournment,  or  to  make  sale 
thereof  in  any  other  manner  authorized  by  law,  and  to  make 
and  deliver  to  the  purchasers  thereof  good  and  sufficient 
deeds  in  the  law  for  the  conveyance  of  all  the  right  and  title 
of  the  party  of  the  first  part  to  the  premises  so  sold;  which 
sale,  made  as  aforesaid,  shall  be  a perpetual  bar,  both  in  law 
and  in  equity,  against  the  party  of  the  first  part,  and  all  per- 
sons lawfully  claiming  or  to  claim  the  said  premises,  or  any 
part  thereof,  by,  from,  through,  or  under  it ; and  after  de- 
ducting from  the  proceeds  of  such  sale  just  allowances  for  all 
expenses  of  sale,  including  attorneys’  and  counsel’s  fees,  and 
all  other  expenses,  advances  or  liabilities  which  may  have 
been  made  or  incurred  by  the  said  trustee  in  the  trust,  and 
all  payments  which  may  have  been  made  by  it  or  them  for 
taxes  or  assessments,  and  for  charges  and  liens  on  the  said 
premises  or  any  part  thereof,  prior  to  the  lien  of  these  pres- 
ents, as  well  as  reasonable  compensation  for  its  or  their 
own  services,  to  apply  the  said  proceeds  to  the  payment  of 
the  principal  of  such  of  the  aforesaid  bonds  as  may  be  at  the 
time  unpaid  (whether  or  not  the  same  shall  have  previously 
become  due),  and  of  the  interest  which  shall  at  that  time  have 
accrued  on  the  said  principal  and  be  unpaid,  without  discrim- 
ination or  preference,  but  ratably  to  the  aggregate  amount  of 
such  unpaid  principal  and  accrued  and  unpaid  interest ; and 
if  there  shall  remain  any  surplus  after  payment  of  all  the  said 
bonds  hereby  secured  or  so  intended  to  be  in  full,  both  prin- 
cipal and  interest,  then  to  pay  over  and  account  for  such  sur- 
plus to  the  party  of  the  first  part. 

And  it  is  hereby  declared  that  the  receipts  of  the  said  party  of 
the  second  part  shall  be  a sufficient  discharge  to  the  purchaser 
or  purchasers  of  the  premises  for  the  purchase-money;  and  that 
such  purchaser  or  purchasers,  his  or  their  heirs,  executors  or 
administrators,  shall  not,  after  payment  thereof,  and  having 


22 


such  receipt,  be  liable  to  see  to  its  being  applied  upon  or  for 
the  trust  and  purposes  of  these  presents,  or  be  answerable  in 
any  manner  for  any  loss,  misapplication,  or  non-application  of 
such  purchase-money  or  any  part  thereof,  or  be  obliged  to 
inquire  into  the  necessity,  expediency  or  authority  of  or  for 
any  such  sale. 

Article  (Sigl)tf). — In  case  any  default  shall  be  made  in  the 
payment  of  any  semi-annual  interest  on  any  of  the  aforesaid 
bonds,  at  the  time  and  in  the  manner  expressed  in  the  said 
bonds,  and  the  said  default  shall  continue  for  the  period  of  six: 
months  after  said  interest  becomes  due,  or  in  case  any  default 
shall  be  made  in  the  observance  or  performance  of  any  other 
matter  or  thing  to  be  done  or  performed  by  the  party  of  the 
first  part  according  to  the  covenants,  conditions,  and  require- 
ments of  the  said  bonds,  and  of  these  presents,  and  such  latter 
default  shall  continue  for  the  period  of  six  months  after  notice 
in  writing  to  the  party  of  the  first  part  to  observe  or  perform 
the  duty  or  obligation  required,  then  and  in  such  case  the 
principal  of  all  the  bonds  secured  hereby  shall,  at  the  election 
of  the  party  of  the  second  part,  such  election  to  be  evidenced 
by  a written  notice  thereof  served  upon  the  party  of  the  first 
part,  become  immediately  due  and  payable,  anything  con- 
tained herein  or  in  said  bonds  to  the  contrary  notwithstand- 
ing; and,  if  requested  so  to  do  by  the  holders  of  one-third' 
in  interest  of  the  bonds  hereby  secured  and  then  outstanding,, 
b}-  an  instrument  or  concurrent  instruments  in  writing  signed 
by  them,  or  by  their  attorneys  in  fact  duly  authorized  for  that 
purpose,  it  shall  be  the  duty  of,  and  it  is  hereby  made  obliga- 
tory upon,  the  said  party  of  the  second  part  to  elect  to  declare 
the  principal  sum  due  as  aforesaid ; a majority  in  interest  of 
the  holders  of  such  bonds  may,  however,  instruct  the  party  of 
the  second  part  to  refrain  from  making  such  declaration,  upon 
such  terms  and  conditions  as  such  holders  shall  designate,  and 
in  such  case  it  shall  be  the  duty  of  the  party  of  the  second 
part  to  comply  with  such  instructions,  notwithstanding  any 
request  on  the  part  of  other  bondholders,  and  such  holders- 
of  a majority  in  interest  of  said  bonds  outstanding  may,  in- 


23 


like  manner,  annul  or  reverse  the  declaration,  if  already  made 
by  the  party  of  the  second  part,  anything  herein  contained  to 
the  contrary  notwithstanding ; but  the  action  of  the  party  of 
the  second  part  or  of  the  bondholders,  in  case  of  any  one  de- 
fault, shall  not  affect  or  impair  the  rights  of  the  party  of  the 
second  part  or  of  such  holders  in  respect  to  any  subsequent 
,*  default  on  the  part  of  the  party  of  the  first  part,  or  impair  any 

rights  resulting  therefrom. 

Article  Nitttl). — It  is  hereby  declared  and  agreed  that  it  shall 
be  the  duty  of  the  party  of  the  second  part,  its  successor  or  suc- 
cessors under  this  indenture,  to  proceed  forthwith  to  exercise 
the  powers  of  entry  or  the  powers  of  sale  hereby  granted,  or 
both,  or  to  take  appropriate  legal  proceedings  to  enforce  the 
rights  of  the  bondholders  under  these  presents,  and  after  a 
continuance  thereof  as  hereinbefore  mentioned,  upon  any  de- 
fault under  these  presents,  and  upon  receiving  the  requisition 
in  writing  hereinafter  specified,  in  the  manner  and  subject  to- 
the  qualifications  herein  provided,  that  is  to  say : — 

I.  If  the  default  consists  in  the  non-payment  of  either  the 
interest  or  principal  of  any  of  the  said  bonds,  such  requisition 
upon  the  party  of  the  second  part  shall  be  by  the  holders  of 
not  less  than  one-third  in  amount  of  the  said  bonds  then 
outstanding,  and  upon  such  requisition,  and  a proper  indem 
nification  to  the  satisfaction  of  the  party  of  the  second  part 
by  or  on  behalf  of  the  persons  making  the  same  to  the 
party  of  the  second  part  against  the  costs  and  expenses, 
and  all  other  liabilities  to  be  incurred  in  that  behalf,  it 
shall  be  the  duty  of  the  party  of  the  second  part  tO' 
enforce  the  rights  of  the  bondholders  under  these  pres- 
ents, either  by  the  exercise  of  the  powers  granted  herein, 
or  by  a suit  or  suits  in  equity  or  at  law  in  aid  of  the  ex- 
ecution of  such  powers  or  otherwise,  as  such  party  of  the 
second  part  shall  deem  most  effectual  for  the  enforcement  of 
the  said  rights ; it  being  understood  and  hereby  expressly  de- 
clared that  the  rights  of  entry  and  sale  hereinbefore  granted 
are  intended  as  cumulative  remedies,  additional  to  all  other 
remedies  allowed  by  law,  and  that  the  same  shall  not  be 


24 


deemed  in  any  manner  whatsoever  to  deprive  the  said  party 
of  the  second  part,  or  the  beneficiaries  under  this  trust,  of  any 
legal  or  equitable  remedy  by  judicial  proceeding  consistent 
with  the  provisions  of  these  presents.  No  action,  suit  or  pro- 
ceeding at  law  or  in  equity  shall  be  had,  prosecuted  or  main- 
tained for  the  foreclosure  of  this  mortgage,  or  the  enforce- 
ment of  the  lien  hereby  created,  by  any  person  or  party  other 
than  the  party  of  the  second  part,  except  upon  the  failure, 
neglect,  or  refusal  of  the  party  of  the  second  part  to  act 
within  a reasonable  time  after  it  shall  have  been  requested 
so  to  do  as  hereinabove  provided. 

2.  If  the  default  be  the  omission  to  comply  with  any  of 
the  provisions  of  these  presents,  other  than  the  payment  of 
the  interest  or  principal  of  the  said  bonds,  then,  and  in  any 
such  case,  the  requisition  shall  be  with  similar  indemnification 
and  shall  be  by  the  holders  of  one-half  in  interest  of  the  said  • 
bonds  then  outstanding,  and  such  holders  shall  have  power 
(with  similar  indemnification)  in  like  manner  to  instruct  the 
said  party  of  the  second  part  by  requisition  in  writing  (which 
shall  be  imperative  upon  such  party  of  the  second  part)  either 
to  waive  such  default  or  to  enforce  the  rights  of  such  bond- 
holders by  reason  thereof : Jj3roi)ihch,  That  no  action  of  the 
said  party  of  the  second  part,  or  of  the  said  bondholders, 
or  both,  in  waiving  such  default  or  otherwise,  shall  extend  to 
or  be  taken  to  affect  any  subsequent  default,  or  to  impair  the 
rights  resulting  therefrom. 

Article  @Eentl). — If  at  any  time  any  portion  not  part  of  the 
railroad  tracks  of  the  premises  hereby  mortgaged  and  con- 
veyed cannot  be  advantageously  used  in  connection  with 
the  use  or  operation  of  said  railways  by  reason  of  any 
change  of  location,  change  of  track  or  by  reason  of  any 
other  cause,  the  same  may  be  exchanged  for  other  lands, 
tenements  or  hereditaments  of  equal  value,  or  be  sold, 
conveyed  or  otherwise  disposed  of,  and  the  party  of  the 
second  part  shall,  if  so  requested,  convey  the  same  by  re- 
lease or  otherwise ; provided  that  any  lands,  tenements  or 
hereditaments  acquired  by  exchange  shall  be  conveyed  to 


25 


the  party  of  the  second  part  for  the  further  security  of  the 
said  bonds  of  the  party  of  the  first  part,  free  from  any  incum- 
brance or  lien  prior  to  these  presents,  and  that  the  proceeds 
of  any  lands,  tenements  or  hereditaments  so  sold,  conveyed  or 
otherwise  disposed  of,  or  a sum  equal  thereto,  shall  be  paid  or 
transferred  to  and  held  by  the  party  of  the  second  part  for  the 
further  security  of  the  said  bonds,  free  from  any  incumbrance 
or  lien  prior  to  these  presents  until  the  same  or  a sum  equal 
thereto  shall  have  been  used  and  applied  by  the  party  of  the 
first  part  in  the  purchase  of  other  lands,  tenements  or  heredit- 
aments, and  until  the  same  shall  have  been  conveyed  to  the 
party  of  the  second  part  free  from  any  incumbrance  or  lien 
prior  to  these  presents  to  be  held  by  it  hereunder  as  part  of 
the  mortgaged  premises,  for  the  further  security  of  said  bond 
of  the  party  of  the  first  part. 

The  party  of  the  first  part  and  its  successors  and  its  and  their 
assigns  may  from  time  to  time  dispose  of  such  portion  of  the 
equipment,  rolling  stock,  machinery  and  implements  at  any 
time  held  or  acquired  for  the  use  of  the  said  railroad  hereby 
mortgaged  as  may  have  become  unfit  for  such  use,  replacing 
the  same  by  new  of  the  value  of  that  sold,  which  shall  there- 
upon become  under  and  subject  to  this  mortgage,  and  shall 
also  be  expressly  assigned  to  the  party  of  the  second  part,  its 
successors,  or  its  or  their  assigns,  subject  to  this  mortgage,  on 
its  or  their  demand.  The  party  of  the  second  part  may,  in  like 
manner,  consent  to  any  changes  in  the  location  of  the  track 
or  alterations  or  changes  of  station-houses,  depots,  shops  or 
other  fixtures  which  in  the  judgment  of  the  party  of  the  first 
part  shall  have  become  expedient,  and  execute  the  instruments 
necessary  to  enable  the  party  of  the  first  part  to  carry  the 
same  into  effect ; but  any  tracks,  premises  or  property  ac- 
quired in  substitution  for  any  released,  altered  or  changed 
shall  be  conveyed  on  demand  to  the  party  of  the  second 
part  and  shall  immediately  become  subject  to  this  mortgage. 

The  sworn  statement  of  the  president  or  vice-president  and 
the  chief  engineer  for  the  time  being  of  the  party  of  the  first 
part  may  be  received  by  the  party  of  the  second  part  as  suffi- 
cient evidence  of  any  of  the  facts  mentioned  in  this  article, 


2b 


including  the  necessity  for,  or  value  of,  any  property  and 
shall  be  full  protection  to  the  party  of  the  second  part  for 
any  action  taken  by  it  on  the  faith  thereof,  but  the  party  of 
the  second  part  may,  in  its  discretion,  require  such  further 
and  additional  evidence  as  to  it  may  seem  reasonable. 

Article  (gleuentl). — In  case  of  any  judicial  foreclosure  sale  or 
other  sale  of  the  premises  embraced  in  this  mortgage,  or  any 
part  thereof,  under  the  decree  of  any  court  having  jurisdic- 
tion thereof,  based  upon  the  foreclosure  of  this  mortgage,  if 
the  holders  of  three-fourths  of  the  outstanding  bonds  secured 
by  this  mortgage  shall,  in  writing,  request  the  said  party  of 
the  second  part,  its  successor  or  successors,  to  purchase  the 
premises  embraced  herein,  for  the  use  and  benefit  of  the 
holders  of  all  the  outstanding  bonds  secured  by  this  mort- 
gage, the  said  party  of  the  second  part,  its  successor  or  suc- 
cessors, is  and  are  fully  authorized,  in  its  or  their  discretion, 
to  make  such  purchase,  and  having  so  purchased  said  prem- 
ises, the  right  and  title  thereto  shall  vest  in  the  said  party 
of  the  second  part,  its  successor  or  successors,  in  trust  to 
dispose  of  the  same  in  such  manner  as  the  holders  of  three- 
fourths  of  said  outstanding  bonds  secured  by  this  deed  of 
trust  or  mortgage  shall,  in  writing,  request  or  direct. 

Article  (Jltodftl). — Any  request  in  writing  or  other  instru- 
ment required  by  this  indenture  to  be  signed  or  executed  by 
the  holders  of  bonds  secured  hereby  may  be  in  any  number 
of  concurrent  instruments  of  similar  tenor  and  may  be  signed 
or  executed  by  such  holders  in  person  or  by  attorney  in  fact. 

Proof  of  the  due  execution  of  any  such  request  or  other 
instrument  by  the  holders  of  the  requisite  amount  of  bonds 
shall  be  sufficient  for  the  purposes  of  this  identure  if  it  shall 
be  made  to  appear  in  the  manner  hereinafter  provided,  that 
the  persons  so  executing  such  request  or  other  instrument 
were  contemporaneously  the  holders  of  the  requisite  amount 
of  bonds  on  or  after  the  date  of  the  execution  of  such  request 
or  other  instrument  by  such  holders. 

The  fact  and  date  of  the  execution  by  any  person  of  an>r 


27 


such  request  or  other  instrument  may  be  proved  by  the  cei 
tificate  of  a notary  public  or  other  officer  authorized  to  take 
acknowledgments  of  deeds,  to  be  recorded  in  New  York,  that 
the  person  signing  such  request  or  other  instrument  acknowl- 
edged to  him,  on  the  date  thereof,  the  execution  thereof,  or 
by  an  affidavit  of  the  witness  of  such  execution. 

The  holding  and  date  of  holding  of  bonds  by  any  person 
executing  any  such  request  or  other  instrument  as  the  holder 
of  bonds  issued  hereunder,  and  the  amounts  and  issue  num- 
bers of  the  bonds  held  by  such  person,  may  be  proved  by  a 
certificate  in  writing  executed  by  any  depositary  approved  by 
the  party  of  the  second  part  (such  statement  being  acknowl- 
edged by  such  depositary  before  an  officer  authorized  to  take 
acknowledgments  of  deeds,  to  be  recorded  in  New  York), 
showing  that  such  person  held  on  deposit  with  such  depositary 
the  bonds  described  in  such  certificate  at  the  date  therein 
mentioned,  such  proof  shall  be  conclusive  in  favor  of  the  party 
of  the  second  part  with  regard  to  any  action  taken  by  it 
under  such  request  or  other  instrument. 

Article  — The  party  of  the  first  part  hereby  cove- 

nants, promises  and  agrees  to  and  with  the  party  of  the  sec- 
ond part  and  its  successors,  that  it  will  well  and  truly  pay  the 
said  bonds  which  these  presents  are  executed  to  secure,  and 
the  interest  due  and  to  grow  due  thereon,  according  to  the 
true  tenor  thereof  and  hereof;  and  also  that  it  will  not  at  any 
time  or  in  any  manner  take,  apply  for,  or  avail  itself  of  any 
stay  of  proceedings,  or  plead,  use,  interpose  or  take  advan- 
tage of  any  extension  law,  stay  law,  valuation  law,  redemption, 
law  or  any  other  law  of  the  States  in  which  such  property  is 
or  may  be  located,  now  in  force,  or  which  may  hereafter  be 
in  force,  in  said  States,  and  which  may  in  any  way  alter,  affect, 
impair  or  impede  the  rights  or  remedies  of  the  holders  of 
said  bonds,  or  of  the  said  party  of  the  second  part,  or  of  its 
successors,  as  herein  declared,  or  which  shall  affect  or  change 
the  time,  place,  means,  or  mode  of  perfecting,  enjoying,  or 
enforcing  any  of  such  rights,  interests,  or  remedies,  as  the 
same  are  herein  declared  and  set  forth. 


28 


Article  iTonrteentl). — i.  The  party  of  the  first  part  further 
covenants  and  agrees  with  the  party  of  the  second  part  and 
its  successors  that  it  will  pay  or  cause  to  be  paid  all  taxes, 
charges,  or  assessments  imposed  or  assessed,  or  which  may 
hereafter  be  imposed  or  assessed,  upon  its  premises  and  prop- 
erty covered  by  this  indenture;  and  will  pay  and  discharge 
all  claims  of  every  name  and  nature  which  may  hereafter  be- 
come a lien  upon  the  property  hereby  conveyed,  or  any  part 
thereof,  prior  or  superior  to  this  indenture ; and  that  when 
and  as  the  interest  coupons  annexed  to  the  bonds  secured 
hereby  become  payable  and  are  paid  by  the  party  of  the  first 
part,  or  by  any  person  or  corporation  for  or  on  its  behalf,  they 
shall  be  canceled ; and  that  no  purchase  or  sale  of  any  of  the 
said  coupons  or  interest,  separate  from  the  bonds  from  which 
such  coupons  have  been  detached  or  on  which  such  interest 
shall  accrue,  and  no  advance  or  loan  upon  the  same,  and 
no  redemption  of  any  coupons  or  interest  by  or  on  behalf 
of  the  party  of  the  first  part,  shall,  as  between  the  pur- 
chasers or  assignees  of  such  coupons  or  interest  and  the 
holders  of  the  said  bonds,  operate  as  keeping  the  said  cou- 
pons or  interest  alive  or  in  force  as  a lien  upon  the  mort- 
gaged premises ; but  all  coupons  or  interest  purchased,  re- 
deemed, or  assigned  separate  from  the  bonds  from  which  such 
coupons  are  detached,  or  on  which  such  interest  shall  accrue, 
shall,  at  all  times,  be  subordinated  in  lien  to  and  be  paid  only 
after  payment  in  full  of  all  the  bonds  issued  hereunder,  together 
with  the  coupons  thereon  and  the  interest  due  the  holders 
thereof. 

2.  The  party  of  the  first  party  further  covenants  and  agrees 
that  it  will  maintain  the  railroad,  terminal  facilities,  premises 
and  property  hereby  mortgaged  with  all  necessary  equipment 
and  rolling  stock,  in  good  order  and  condition,  and  keep  all 
structures  and  insurable  property  hereby  mortgaged  well  and 
sufficiently  insured,  and  that  in  case  of  loss  or  injury  by  fire 
the  proceeds  of  insurance  shall  be  set  apart  from  all  other 
funds  and  used  only  in  repair  or  in  renewal  of  the  property 
injured  or  destroyed,  or  for  construction,  improvements  or 
equipment  of  any  part  of  the  railroad  or  property  included 
or  to  be  included  in  this  deed  of  trust  or  mortgage. 


29 


Article  ififteetUl) — It  is  hereby  understood  and  provided 
that  the  party  of  the  second  part,  trustee  hereunder,  or  any 
future  trustee  under  this  indenture  may  resign  and  discharge 
itself  or  himself  of  the  trusts  created  by  these  presents,  by 
notice  in  writing  to  the  party  of  the  first  part,  and  to  any 
other  existing  trustee  or  trustees,  sixty  days  before  such 
resignation  shall  take  effect,  or  by  such  shorter  notice  as 
said  party  of  the  first  part  and  such  other  trustee  or  trus- 
tees may  accept  as  adequate,  and  upon  due  and  proper 
accounting  in  respect  to  its  or  his  trusteeship,  ' and  execu- 
tion of  the  conveyances  hereinafter  required.  Any  vacancy 
in  the  office  of  any  such  trustee,  occurring  in  any  manner 
or  at  any  time,  may  be  filled  by  appointment  of  the  party 
of  the  first  part,  provided  that  such  appointment  shall  be 
ratified  and  approved  by  any  judge  for  the  time  being 
of  the  Circuit  Court  of  the  United  States  for  the  Southern 
District  of  New  York,  and  notice  to  the  bondholders  shall 
be  published  in  two  newspapers  of  general  circulation  in  the 
city  of  New  York  for  thirty  days,  specifying  the  time  and 
place  of  the  application  for  such  approval  and  ratification, 
which  appointment  and  order  ratifying  and  confirming  the 
same  shall  be  filed  with  the  new  trustee  and  the  party  of  the 
first  part ; and  thereupon  the  trustee  or  trustees  so  appointed 
shall  become  vested,  in  common  with  any  surviving  or  con- 
tinuing trustee,  with  all  the  powers  and  authorities  granted  to- 
or  conferred  upon  the  party  of  the  second  part  by  these 
presents,  and  all  the  rights  and  interests  requisite  to  enable  it 
or  him  to  execute  the  purposes  of  this  trust,  without  any  fur- 
ther assurance  or  conveyance;  but  the  surviving  or  continuing 
trustee,  if  any,  shall  immediately  execute  all  such  convey- 
ances and  instruments  as  may  be  fit  or  expedient  for  the  pur- 
pose of  conveying  and  assuring  the  legal  estate  in  the  prem- 
ises to  the  trustee  so  appointed  jointly  with  itself;  and  in 
like  manner  any  trustee  so  resigning  or  removed  shall  imme- 
diately execute  a deed  or  deeds  of  conveyance  to  vest  all  his 
or  its  right  and  interest  in  the  said  trust  property  in  such 
new  trustee  jointly  with  any  remaining  trustee  and  upon 
the  trusts  herein  expressed.  In  case  it  shall  at  any  time. 


30 


hereafter  prove  impracticable  to  fill  any  vacancy  which  may 
have  occurred  in  said  trust  in  manner  as  aforesaid,  application 
on  behalf  of  all  the  holders  of  the  bonds  secured  hereby  may 
be  made  by  the  surviving  or  continuing  trustee,  or  if  the 
trust  be  wholly  vacant,  by  holders  of  the  said  bonds  to  the 
aggregate  amount  of  one  hundred  thousand  dollars,  to  any 
court  of  competent  jurisdiction,  for  the  appointment  of  a 
new  trustee  or  trustees;  and  upon  such  application  a majority 
in  interest  of  the  said  bondholders  shall  be  entitled  to  nomi- 
nate the  corporation  or  corporations,  person  or  persons  to  be 
so  appointed  by  such  court,  and  their  said  nominee  or  nomi- 
nees shall  be  appointed  without  giving  other  security  than  its, 
his,  or  their  acceptance  of  such  trust.  And  it  is  further 
provided  that  in  case  of  the  appointment  of  two  or  more 
trustees  under  this  indenture,  the  said  new  trustees  shall  not 
be  in  any  manner  responsible  for  any  default  or  misconduct 
of  each  other,  and  that  the  present  party  of  the  second  part 
and  any  new  trustees  shall  be  entitled  to  just  compensation 
for  all  services  which  it,  he,  or  they  may  hereafter  render  in 
the  said  trust  as  hereinafter  provided. 

Article  5i£teeutl). — No  bond  shall  bevalid  as  secured  under 
this  mortgage  or  deed  of  trust,  except  such  as  shall  be  au- 
thenticated by  the  certificate  of  the  trustee  or  trustees  in- 
dorsed thereon,  signed  by  said  trustee  or  trustees. 

Article  Qeoentecntl). — In  case  any  bonds  issued  hereunder 
become  mutilated  or  destroyed,  it  shall  be  lawful  for  the  party 
of  the  first  part  to  issue  new  bonds  of  like  tenor  and  date  and 
bearing  the  same  serial  numbers,  and  the  officers  of  the  party 
of  the  first  part  for  the  time  being  may  sign,  and  the  trustee 
may  certify  the  same,  for  delivery  in  exchange  for  (or  in  lieu 
of  bonds  so  mutilated  or  destroyed ; but  the  party  of  the  first 
part  may  require  such  proof  of  loss  and  such  indemnity  as  it 
shall  deem  proper. 

Article  (£igl)teentl). — The  party  of  the  first  part,  its  succes- 
sors or  assigns,  shall  always,  keep,  at  its  expense,  in  the  city 


of  Philadelphia  and  city  of  New  York,  a register  of  the  bonds 
to  be  issued  under  these  presents,  in  which  any  holder  of  any 
of  said  bonds  shall  be  entitled,  on  presentation  thereof,  to  reg- 
istration of  the  name  and  address  of  such  holder  and  of  the 
numbers  of  any  bonds  held  by  such  holder. 

Article  Nitteteeutl). — The  said  party  of  the  second  part, 
trustee  hereunder,  and  its  successor  or  successors  in  this 
trust  shall  not  be  responsible  for  the  acts  of  any  agent  or  at- 
torney employed  by  it  or  them  in  pursuance  hereof,  nor  for 
anything  whatever  in  connection  with  this  trust,  except  its  or 
their  own  willful  misconduct  or  gross  negligence,  anything 
in  this  indenture  or  in  the  bonds  issued  hereunder  to  the  con- 
trary thereof  notwithstanding;  nor  shall  the  said  trustee,  its 
successor  or  successors,  be  obliged  to  take  any  action  here- 
under which  in  its  opinion  will  be  liable  to  render  it  subject 
to  expense  or  liability,  until  reasonable  indemnity  to  its  satis- 
faction shall  have  been  given  to  it.  The  said  trustee,  or  its 
successor  or  successors,  shall  be  entitled  to  and  shall  have 
proper  compensation  for  all  services  it  may  render  in  connec- 
tion with  the  trust,  and  the  trustee  shall  also  be  entitled  to 
receive  reimbursement  for  necessary  or  reasonable  expenses 
in  the  employment  of  counsel  or  otherwise,  in  protecting  or 
in  executing  the  trust  hereby  created.  The  party  of  the  first 
part  agrees  to  pay  such  compensation  and  expenses,  and  the 
party  of  the  second  part  shall  have  a lien  therefor  upon  the 
trust  estate. 

Article  (fointietl). — The  said  party  of  the  first  part,  for  itself 
and  its  successors,  hereby  covenants  to  make,  execute,  and  de- 
liver all  such  other  and  further  instruments,  deeds,  or  inden- 
tures as  may  be  necessary  to  enable  the  corporation  or  corpo- 
rations, person  or  persons,  so  appointed  to  execute  the  trust 
hereby  created,  as  fully  and  perfectly  in  all  respects  as  it,  he 
or  they  could  have  executed  the  same  if  originally  a party  to 
this  indenture,  and  also  to  execute  and  deliver  any  further 
and  reasonable  and  necessary  deed  or  deeds,  conveyance  or 
conveyances,  to  said  trustee,  its  successor  or  successors,  for 


32 


the  more  fully  defining,  designating,  and  describing  the  rail7 
roads  and  premises  herein  conveyed,  and  for  the  more  fully 
securing  the  payment  of  said  bonds,  particularly  for  the  con- 
veyance of  any  railroads,  lands,  property  or  premises,  or  any 
right  or  interest  therein,  acquired  by  said  party  of  the  first 
part,  or  its  successor  or  successors,  subsequent  to  the  date 
hereof,  pertaining  to  the  premises  conveyed  by  this  inden- 
ture, whether  now  owned  by  the  party  of  the  first  part  or 
hereafter  acquired. 

Article  ^tuentg -first. — It  is  a condition  of  this  deed  that 
upon  the  cancellation  of  all  of  the  bonds  which  shall  have 
been  issued  hereunder,  and  upon  exhibiting  the  said  bonds 
canceled  to  the  party  of  the  second  part,  or  upon  deposit 
with  the  party  of  the  second  part,  when  the  principal  of 
said  bonds  shall  have  become  due  and  payable,  of  the  entire 
amount  of  the  principal  moneys  and  accrued  and  unpaid 
interest  of  all  of  said  bonds  issued  hereunder  which  shall 
not  have  been  canceled  and  exhibited  to  the  party  of  the 
second  part  so  canceled,  the  estate,  title  and  interest  of  the 
party  of  the  second  part,  its  successor  or  successors,  shall 
cease,  determine  and  become  void,  and  the  party  of  the  second 
part  shall,  upon  the  written  request  of  the  party  of  the  first 
part,  accompanied  by  a resolution  of  its  board  of  directors,, 
requesting  the  same  forthwith  at  the  cost  and  expense  of  the 
party  of  the  first  part,  its  successors  or  assigns,  enter  satisfac- 
tion of  this  mortgage  upon  the  records,  and  shall  do,  make,, 
execute  and  deliver  such  deeds,  acts,  instruments  or  assur- 
ances as  may  be  necessary  to  vest  all  the  mortgaged  premises 
and  property  in  the  party  of  the  first  part,  its  successors  or 
assigns,  free  and  discharged  from  the  lien  of  these  presents. 

The  party  of  the  first  part  may,  however,  at  any  time  until 
this  mortgage  or  deed  of  trust  shall  have  been  so  satisfied  and 
the  lien  thereof  discharged  upon  the  records,  issue  and  require 
the  party  of  the  second  part  to  certify  and  deliver  new  bonds,, 
as  hereinbefore  provided,  in  lieu  of  and  substitution  for  any 
and  all  the  bonds  so  paid  or  canceled  : JJromfoft  ahrmgs,  That 


33 


the  total  aggregate  amount  of  the  bonds  at  any  time  out- 
standing and  secured  hereby  shall  not  exceed  ten  million  dollars. 

* Article  toentg-secotth. — The  party  of  the  second  part  here- 

by accepts  the  trust  herein  created  and  covenants  faithfully  to 
execute  the  same. 

Article  ^uientg-tljirh. — U3 tycreas,  in  order  to  expedite  the 
recording  of  this  deed  of  trust  or  mortgage  four  counterparts 
thereof  are  simultaneously  executed,  acknowledged,  and  deliv- 
ered by  the  party  of  the  first  part  to  the  party  of  the  second  part ; 

No  to,  therefore,  tl)is  Jn&etUure  further  iJOitnessetl),  That — 
although  four  counterparts  are  simultaneously  executed,  ac- 
knowledged, and  delivered  by  the  party  of  the  first  part  to  the 
party  of  the  second  part,  and  the  said  party  of  the  second  part 
in  evidence  of  its  acceptance  of  the  trusts  hereby  created  has 
likewise  simultaneously  executed  and  acknowledged  the  same 
to  the  end  that  all  or  any  one  or  more  thereof  may  be  record- 
ed— that  any  one  or  more  of  said  counterparts  so  executed, 
acknowledged,  and  delivered  shall  severally  or  collectively  be 
deemed  to  be  an  original  and  for  all  intents  and  purposes  but 
one  instrument. 

Article  ®U)entietl)-fourtl). — It  is  understood  and  agreed  that 
the  word  “ trustee,”  and  the  words  “ party  of  the  second  part,” 
when  and  as  used  in  this  deed  of  trust  or  mortgage,  are  in- 
tended to  refer  to  and  describe,  and  shall  be  construed  to 
mean  body  or  bodies  corporate,  or  person  or  persons,  which 
or  who,  for  the  time  being,  shall  be  charged  with  the  execu- 
tion of  these  presents,  whether  the  same  be  the  said  party  of 
the  second  part,  or  any  successor  or  successors  of  the  said 
party  of  the  second  part  in  the  trusts  hereby  created. 

Frederick  J.  Kimball,  president  of  the  Norfolk  and  West- 
% ern  Railroad  Company,  is  hereby  authorized  and  appointed 

by  said  corporation  as  its  attorney  to  acknowledge  this  deed 
as  the  act  and  deed  of  said  corporation  with  the  view  of 
} having  the  same  recorded. 

3n  iJOitness  tOljereof,  The  said  parties  hereto  have  caused 
these  present  to  be  signed  in  their  respective  corporate  names 


34 


by  their  respective  duly  authorized  officers,  and  sealed  with 
their  respective  corporate  seals,  attested  by  the  signatures 
of  their  respective  secretaries,  the  day  and  year  first  above 
written. 


Seal 

Norfolk  and 
(Western  R.  R.  Co 


Norfolk  and  Western  Railroad 
Company, 

By 

F.  J.  KIMBALL, 

Attest : President. 

A.  J.  Hemphill, 

Secretary . 


Seal  \ 
Mercantile 
Trust  Company. 


\ 

\ 


The  Mercantile  Trust  Company, 
By 

LOUIS  FITZGERALD, 


Attest  : 


President. 


H.  C.  Deming, 

Secretary . 


Signed,  sealed,  and  delivered 
in  the  presence  of 

Note  : — Interlineation  of  forty-two  words  com- 
mencing on  thirty-second  line  of  page  33. 


T.  F.  Barksdale, 
David  W.  Flickwir. 

State  of  birgitxia,  | 

Qlitg  of  Eoauoke,  ( SSm 


I,  T.  F.  Barksdale,  a notary  public  for  the  city  and  State 
aforesaid,  do  certify  that  Frederick  J.  Kimball,  with  whom  I am 
personally  acquainted  and  to  me  known  to  be  the  president  of 
the  Norfolk  and  Western  Railroad  Company,  whose  name  is 
signed  to  the  foregoing  deed  of  trust  or  mortgage  of  the 
Norfolk  and  Western  Railroad  Company,  dated  the  fifteenth 
day  of  December,  A.  D.  1890,  has  this  day  personally  ap- 
peared before  me  in  my  city  aforesaid,  produced  before  me  the 
said  deed  of  trust  or  mortgage,  and  then  and  there  acknowl- 
edged the  same  before  me,  in  my  city  aforesaid,  and  has  fur- 
ther acknowledged  and  declared  that  he  executed  the  same  as 


35 


president  of  the  Norfolk  and  Western  Railroad  Company, 
and  as  its  attorney,  and  for  and  on  behalf  of  said  company  as 
its  and  his  voluntary  act  and  deed,  for  the  purposes  therein 
' named,  having  as  such  president  signed  his  name  thereto, 

and  affixed  the  corporate  seal  of  said  company,  and  consented 
that  the  same  might  be  recorded ; and  that  he  has  caused 
the  same  to  be  duly  attested  by  A.  J.  Hemphill,  the  sec- 
retary of  said  company ; all  of  which  has  been  done  by  him 
under  and  pursuant  to  the  authority  conferred  on  him  by 
the  stockholders  and  board  of  directors  of  said  Norfolk 
and  Western  Railroad  Company. 

I do  further  'certify  that  A.  J.  Hemphill,  with  whom  I 
am  personally  acquainted,  and  to  me  known  to  be  the  secre- 
tary of  the  Norfolk  and  Western  Railroad  Company,  whose 
name  is  also  signed  to  the  foregoing  deed  of  trust  or  mort- 
gage dated  the  fifteenth  day  of  December,  A.  D.  1890, 
as  hereinbefore  referred  to,  has  also  this  day  personally 
appeared  before  me,  in  my  city,  produced  to  me  the  said 
deed  of  trust  or  mortgage,  and  then  and  there  acknowl- 
edged the  same,  and  declared  that,  by  the  direction  of  Freder- 
ick J.  Kimball  as  president  of  the  Norfolk  and  Western  Rail- 
road Company,  and  under  and  pursuant  to  the  authority  con- 
ferred by  the  stockholders  and  board  of  directors  of  said  com- 
pany, he  has  duly  attested  the  said  deed  of  trust  or  mortgage, 
and  has  signed  his  name  to  said  attestation. 

And  on  the  same  day  personally  came  the  said  Frederick 
J.  Kimball  and  the  said  A.  J.  Hemphill,  each  of  whom,  being 
duly  and  separately  sworn,  did  depose  and  say  that  the  said 
Frederick  J.  Kimball  is  the  president  of  the  said  Norfolk  and 
Western  Railroad  Company,  and  the  said  A.  J.  Hemphill  is 
the  secretary  of  the  said  Norfolk  and  Western  Railroad  Com- 
pany, and  producing  before  me  the  foregoing  deed  of  trust  or 
> mortgage  they  then  and  there  signed  the  same  and  acknowl- 

edged the  same  to  be  their  voluntary  act  and  deed  and  that 
of  the  said  company ; and  did  further  say  that  they  know  the 
f corporate  name  and  seal  of  the  said  Norfolk  and  Western 

Railroad  Company,  that  the  name  and  seal  signed  and  affixed 
to  the  foregoing  deed  of  trust  or  mortgage  are  such  name  and 


3^ 


seal,  that  the  said  name  was  signed  and  said  corporate  seal 
was  affixed  to  the  foregoing  deed  of  trust  or  mortgage  by 
order  and  authority  of  the  stockholders  and  board  of  direct- 
ors of  the  said  company,  and  that  they  and  each  of  them 
signed  his  name  thereto  by  the  like  order  and  authority  as 
president  and  secretary  thereof. 


Given  under  my  hand  and  notarial  seal 
this  fifteenth  day  of  December,  A.  D.  T890. 


/ Notarial  Seal  of 
■ T.  F.  Barksdale, 
i Notary  Public, 
\ Roanoke  City. 


T.  F.  BARKSDALE, 

Notary  Public. 


State  of  Virginia,  \ 

€itji  of  Uoattoke,  i 

I,  T.  F.  Barksdale,  a notary  public  for  the  city  and  State 
aforesaid,  do  certify  that  Louis  Fitzgerald,  president  of  The 
Mercantile  Trust  Company  of  New  York,  whose  name  is 
signed  to  the  foregoing  deed  of  trust  or  mortgage  of  the 
Norfolk  and  Western  Railroad  Company,  dated  the  fifteenth 
day  of  December,  A.  D.  1890,  has  this  day  personally  appear- 
ed before  me,  in  my  city  aforesaid,  and  acknowledged  the  same 
before  me,  in  my  city  aforesaid,  and  has  further  acknowledged 
and  declared  that  he  executed  the  same  as  president  of  The 
Mercantile  Trust  Company  of  New  York,  and  for  and  on  be- 
half of  said  company  as  its  and  his  voluntary  act  and  deed, 
having  as  such  president  signed  his  name  thereto,  and  affixed 
the  corporate  seal  of  said  company ; and  that  he  has  caused 
the  same  to  be  duly  attested  by  H.  C.  Deming,  the  secretary 
of  said  company ; all  of  which  has  been  done  by  him  under 
and  pursuant  to  the  authority  conferred  on  him  by  the  board 
of  directors  of  said  The  Mercantile  Trust  Company  of  New 


York. 


Given  under  my  hand  and  notarial  seal, 
this  fifteenth  day  ot  December,  A.  D.  1890. 


T.  F.  BARKSDALE, 

Notary  Public. 


State  of  Virginia,  1 ^ 

<£itg  of  fioattoke,  / 

Before  me,  a notary  public  for  the  city  and  State  aforesaid, 
personally  appeared,  this  fifteenth  day  of  December,  1890, 
Louis  Fitzgerald,  president  of  The  Mercantile  Trust  Com- 
pany of  New  York,  whose  name  is  signed  to  the  foregoing 
deed  of  trust  or  mortgage,  and  being  by  me  duly  sworn  ac- 
cording to  law,  did  make  oath  in  due  form  of  law,  that  the 
consideration  of  the  foregoing  deed  of  trust  or  mortgage  is 
true  and  bona  fide  as  therein  set  forth,  and  at  the  same  time 
he  also  did  make  oath  in  due  form  of  law,  that  he  is  the 
president  of  The  Mercantile  Trust  Company  of  New  York, 
and  that  as  such  he  is  the  agent  of  that  corporation  for  the 
purpose  of  making  this  affidavit. 

LOUIS  FITZGERALD. 

Sworn  and  subscribed  before  me,  this 
fifteenth  day  of  December,  1890.  Witness 
my  hand  and  notarial  seal. 

T.  F.  Barksdale, 

Notary  Public. 


In  the  Clerk’s  office  of  the  Corporation  Court  of  Roanoke 
City,  on  the  fifteenth  day  of  December,  1890. 

The  foregoing  deed  of  trust  or  mortgage  from  the  Norfolk 
and  Western  Railroad  Company  to  the  Mercantile  Trust 
Company,  a corporation  organized  under  the  laws  of  the 
State  of  New  York,  trustee,  dated  December  15th,  1890, 
with  certificates  of  acknowledgments  thereto  annexed,  was 
this  day  presented  in  said  office,  and  the  necessary  tax  on 
recordation,  ten  thousand  dollars  having  been  paid  to  me,  the 
same  is  admitted  to  record  at  11.19  A.  M. 

Teste:  S.  S.  BROOKE, 

Clerk  of  the  Hustings  Court  of  the  city  of  Roanoke,  Virginia. 

Deed-book  pages 

Clerks  fee  for  recordation,  fifteen  dollars,  paid  S.  S.  Brooke, 
clerk.  Duplicate. 


Seal  of 
T.  F.  Barksdale, 
Notary  Public, 
Roanoke  City. 


llirgmm. 


, 


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